Exhibit 10.54

                                    AGREEMENT

An  agreement   between  the   Correction   Officers'   Benevolent   Association
(Association), City of New York 335 Broadway , Suite 515, New York, NY 10013 and
Educational Video  Conferencing Inc. (EVCI), 35 E. Grassy Sprain Road,  Yonkers,
NY 10710,  wherein the parties agree that EVCI shall offer Criminal  Justice and
other  appropriate  College Degree Programs along with  continuing  professional
education to the Association's members, families, and friends.

In order to  ensure  that  members  of the  Association  have  adequate  time to
complete their degree programs, the Association agrees that for a period of five
years from the date of this agreement,  the Association will, at EVCI's expense,
assist  EVCI in  mailing  course  schedule  and  announcement  materials  to all
Association  members  twice  annually  by July 1, and  November  1. On the first
anniversary  date of this  agreement  and  every  anniversary  thereafter,  this
agreement shall be extended for an additional one-year period.  Either party may
terminate  this  agreement  by  sending  to  the  other  written  notice  of the
termination  before an  anniversary  date.  In that event,  the  agreement  will
continue for the four years  remaining in the agreement and terminate at the end
of the semester in session then in effect. No materials or  communications  will
be prepared for delivery to Association members without your approval.

EVCI will  prepare  materials  in order to advise the  Association's  members of
educational  opportunities  available  to the members  through EVCI and to offer
courses  and  degree  programs  to the  members,  subject  to the  policies  and
procedures of our education partners.  Each participating  family will receive a
computer free of charge if they enroll and commit to pay for a minimum number of
courses,  as determined by EVC,  leading to an undergraduate or graduate degree,
by signing a student enrollment agreement.

The  President of COBANYC  agrees to support the  promotion of this endeavor and
the value of higher education  through his personal  commitment to this program.
This  commitment  could include an appearance in a marketing video developed for
this program,  comments made in the COBANYC  newsletters  for members,  personal
appearance at any news conferences intended to promote this program,  interviews
with the media or other  organizations,  and through personal appearances for at
least two information  sessions intended to generate interest among the members.
All  activities  in support of this  program are at the sole  discretion  of the
President of COBANYC.

If you agree to the above,  please sign the enclosed copy of this  agreement and
return it to my  attention.  I look  forward to working  with you to open up new
educational opportunities for your members.

Agreed and Accepted                                    Agreed and Accepted

                                                       /s/ Norman Seabrook
                                                       -------------------
John J. McGrath, Ph.D.                                 Norman Seabrook
President, EVCI                                        President, COBANYC

/s/ John McGrath, Ph.D.                                    5/30/00
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      Date                                                    Date